AMENDMENT TO RECAPITALIZATION AGREEMENT
Amendment, dated as of October 17, 1997 (this
"Amendment"), to that certain Recapitalization Agreement, dated
as of July 22, 1997 (the "Recapitalization Agreement"), by and
among J. Crew Group, Inc., a New York corporation (the
"Company"), the holders of shares of Common Stock of the Company
listed on the signature pages hereto (each a "Seller," and
collectively the "Sellers"), and TPG Partners II, L.P., a
Delaware limited partnership (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Recapitalization Agreement contemplates a
recapitalization of the Company which provides for, among other
things, the purchase by the Buyer from the Company of certain
shares of Common Stock;
WHEREAS, the parties desire to amend the
Recapitalization Agreement to, among other things, allow TPG
Investors II, L.P., a Delaware limited partnership ("TPG
Investors"), TPG Parallel II, L.P., a Delaware limited
partnership ("TPG Parallel" and, together with TPG Investors, the
"TPG Affiliates"), and certain other designees of the Buyer
(collectively with the TPG Affiliates, the "TPG Designees") as
set forth herein to purchase Recapitalization Shares directly
from the Company upon the terms and subject to the conditions set
forth herein and in the Recapitalization Agreement;
NOW, THEREFORE, in consideration of the foregoing
premises, and for other good and valuable consideration, the
parties hereby agree as follows:
SECTION 1. AMENDMENTS TO THE RECAPITALIZATION AGREEMENT
1.1. Addition of TPG Designees. Upon the terms and
subject to the conditions set forth herein, in the
Recapitalization Agreement and in the Participation Agreements to
be entered into on the date hereof by and between the Buyer and
each TPG Designee other than the TPG Affiliates, on the Closing
Date, the Buyer and the TPG Designees shall purchase from the
Company, and the Company shall sell to the Buyer and the TPG
Designees, the number of Recapitalization Shares set forth
opposite the Buyer's and such TPG Designees' names on Schedule I
hereto, and each such TPG Designee shall be entitled to receive
all of the benefits and to exercise all of the rights of the
Buyer under the Recapitalization Agreement with respect to those
Recapitalization Shares purchased by such TPG Designee; provided,
however, that nothing contained herein shall in any way amend or
modify the Buyer's obligations under the Recapitalization
Agreement, including without limitation the Buyer's obligation to
deliver the Recapitalization Purchase Price pursuant to Section
2.1 of the Recapitalization Agreement, to the extent they are not
satisfied by the TPG Designees.
1.2. Adjustment of Retained Shares. The
Recapitalization Agreement is hereby amended by (i) deleting
Exhibit B to the Recapitalization Agreement in its entirety and
inserting in its place Exhibit B to this Amendment and (ii)
amending Section 5.16 of the Recapitalization Agreement by (A)
deleting each of the references to "twelve percent (12%)"
contained therein and replacing them with "14.8127%" and (B)
deleting the number "$9,000,000" and replacing it with
"$11,109,514".
1.3. Adjustment of Sellers Redemption Price;
Allocation of Payment Thereof. The Recapitalization Agreement is
hereby amended as follows:
(a) by amending the definition of Sellers Redemption
Price by deleting the number "$347,770,000" and replacing it with
"$327,797,224"; and
(b) by modifying the allocation of the Sellers
Redemption Price among the Redeemed Shares by deleting Schedule A
to the Recapitalization Agreement in its entirety and inserting
in its place Schedule A to this Amendment.
1.4. Adjustment of Recapitalization Shares; Adjustment
of Recapitalization Purchase Price. Section 2.1 of the
Recapitalization Agreement is hereby amended by (i) deleting the
number "48,400" and replacing such number with the number
"46,853.023", (ii) deleting the reference therein to
"eighty-eight percent (88%)" therein and replacing such reference
with "85.1873%" and (iii) deleting the number "549,600,000" and
replacing such number with the number "$554,463,863".
SECTION 2. MISCELLANEOUS
2.1. Governing Law. This Amendment will be governed by
the laws of the State of New York (regardless of the laws that might
be applicable under principles of conflicts of law) as to all
matters, including but not limited to matters of validity,
construction, effect and performance.
2.2. Defined Terms; Effect of Amendment
(a) Capitalized terms used but not defined in this
Amendment shall have the respective meanings ascribed to them in
the Recapitalization Agreement.
(b) Except as expressly amended by this Amendment, the
Recapitalization Agreement shall remain in full force and effect
as the same was in effect immediately prior to the effectiveness
of this Amendment. All references in the Recapitalization
Agreement to "this Agreement" shall be deemed to refer to the
Recapitalization Agreement as amended by this Amendment.
2.3. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original and all of which together shall be considered one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year first
above written.
J. CREW GROUP, INC.
By: /s/ Xxxxxxx XxXxxx /s/ X. Xxxxxxx
------------------------ ---------------------------
Name: Xxxxxxx XxXxxx Xxxxxx Xxxxxxx
Title: V.P. Finance CFO
/s/ Xxxxx Xxxxx /s/ X. Xxxxxxx
--------------------------- ---------------------------
Xxxxx Xxxxx Xxxxxxx Xxxxxxx*
/s/ X. Xxxxxxx /s/ X. Xxxxxxx
--------------------------- ---------------------------
Xxxxxx Xxxxxxx, Xx.* Xxxx Xxxx*
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
--------------------------- ---------------------------
Xxxx Xxxxxxx Xxxx Xxxxxxx**
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
--------------------------- ---------------------------
Xxxxx Xxxxxxx Xxxxxxx** Xxx Xxxxxxx**
/s/ Xxxx Xxxxxxx TRUST U/A DATED DECEMBER 29, 1992,
--------------------------- F/B/O XXXXXX XXXXXXX FAMILY,
Xxxxxx Xxxxxxx** BETWEEN XXXXXX XXXXXXX, AS GRANTOR
AND XXXXXXX X. XXXXX, AS TRUSTEE
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Xxxxxxx X. Xxxxx, Trustee*
* - By Xxxxxx Xxxxxxx, as attorney-in-fact
** - By Xxxx Xxxxxxx, as attorney-in-fact
* - By Xxxxxx Xxxxxxx, as attorney-in-fact
** - By Xxxx Xxxxxxx, as attorney-in-fact
TRUST U/A DATED DECEMBER 30, 1959 TRUST U/A DATED JUNE 14, 1955,
F/B/O XXXX XXXXXXXX XXXXXXX, F/B/X XXXX FAMILY, BETWEEN XXXXXXXX
BETWEEN XXXXXX XXXXXXX, AS GRANTOR XXXXXXX, AS GRANTOR AND XXXXX XXXX,
AND XXXXX XXXX, XXXXXX XXXX AND XXXXXX XXXXXXX AND XXXXXX XXXX, AS
XXXXX XXXXXXX, AS TRUSTEES TRUSTEES
By: /s/ X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------ -------------------------
Xxxxx Xxxx, Trustee* Xxxxxx Xxxxxxx, Trustee**
By: /s/ X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------ -------------------------
Xxxxxx Xxxx, Trustee* Xxxxx Xxxx, Trustee**
By: /s/ Xxxx Xxxxxxx
-------------------------
Xxxxxx Xxxx, Trustee**
XXXXXX XXXXXXX CHARITABLE REMAINDER
UNITRUST U/A DATED APRIL 25, 1997,
BETWEEN XXXXXX XXXXXXX, AS GRANTOR
AND XXXXXXX XXXXXXX AND XXXX X.
XXXXXX, AS TRUSTEES
By: /s/ Xxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx, Trustee**
By: /s/ Xxxx Xxxxxxx
-------------------------
Xxxx X. Xxxxxx, Trustee**
TPG INVESTORS II, L.P. TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P. By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc. By: TPG Advisors II, Inc.
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
------------------------ -------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx
Title: Principal Title: Principal
* - By Xxxxxx Xxxxxxx, as attorney-in-fact
** - By Xxxx Xxxxxxx, as attorney-in-fact
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Principal
* - By Xxxxxx Xxxxxxx, as attorney-in-fact
** - By Xxxx Xxxxxxx, as attorney-in-fact
SCHEDULE I
Stockholder Recapitalization
Shares
TPG Parallel II, L.P. 2,154.198
TPG Investors II, L.P. 3,292.740
BancBoston Investments, Inc. 2,062.500
General Electric Capital Corporation 1,948.090
TCW/Crescent Mezzanine Partners, L.P. 2,323.141
TCW/Crescent Mezzanine Trust 707.128
TCW/Crescent Mezzanine Investment Partners, L.P. 63.481
Crescent/Mach I Partners, L.P. 171.875
TCW Shared Opportunity Fund II, L.P. 171.875
DLJ Fund Investment Partners II, L.P. 527.745
Xxx Xxxxxx 25.943
Xxxx Xxxxxxx 25.943
Xxxxxxx Xxxxxxxxx 25.943
Xxxxxxx Xxxx 13.342
Xxxxx Honour 4.447
Xxxxxxx Xxxxxxx 20.013
Xxxxx Xxxxxxx 20.013
Xxxx Xxxxxxxx 20.013
Xxx Xxxxx 19.272
Xxxxxxxxx Xxxxxx 13.342
Xxxx Xxxxxxx 10.377
Xxxxx Xxxxx 2.965
Xxxxx Xxxxxx 10.377
DLJ Capital Corporation 1.482
Farallon Capital Partners, L.P. 742.500
Farallon Capital Institutional Partners, L.P. 577.500
Farallon Capital Institutional Partners II, L.P. 198.000
Farallon Capital Institutional Partners III, L.P. 66.000
RR Capital Partners, L.P. 66.000
SCHEDULE A TO AMENDMENT TO RECAPITALIZATION AGREEMENT
Number of Common Shares Allocation of Sellers
Seller Owned of Record Redemption Price
Xxxxxx Xxxxxxx 104,836 $168,369,548 1
Xxxxx Xxxxx 18,110 2 $12,336,837 2
Xxxxxx Xxxxxxx
Charitable Remainder 11,399 $14,647,063
Unitrust, dated April
25, 1997
Trust u/a dated December
29, 1992, f/b/o Xxxxxx 5,217 $6,703,547
Xxxxxxx Family
Xxxxxxx Xxxxxxx 137 $176,037
Xxxxxx Xxxxxxx, Xx. 137 $176,037
Xxxx Xxxx 137 2 $0 2
Trust u/a dated December
30, 1959, f/b/o Xxxx 10,000 $12,849,428
Xxxxxxxx Xxxxxxx
Trust u/a dated June 14,
1955, f/b/x Xxxx Family 24,164 $31,049,358
Xxxx Xxxxxxx 20,000 $25,698,856
Xxxx Xxxxxxx 19,861 $25,520,249
Xxxxx Xxxxxxx Xxxxxxx 3,330 $4,278,860
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1 Amount includes an additional approximately $321 per share
as consideration for the sale of Xx. Xxxxxxx'x controlling
interest in the Company.
2 Xx. Xxxxx will retain a portion of her existing shares of
Common Stock (having an aggregate value of $10,933,477)
representing approximately 14.58% of the common equity of
the post-Closing Company. The value of such shares owned by
Xx. Xxxxx, together with the cash to be received by her as
her pro rata share of the Sellers Redemption Price, equal,
in the aggregate, $23,270,314. Xx. Xxxx will retain 129.094
of her existing shares of Common Stock (having an aggregate
value of $176,037) representing approximately .002347% of
the common equity of the post-Closing Company and will
surrender her remaining shares of Common Stock to the
Company for no additional consideration.
Xxx Xxxxxxx 5,330 $6,848,745
Xxxxxx Xxxxxxx 5,330 $6,848,745
TOTAL 227,988 $315,503,310 2
EXHIBIT B TO AMENDMENT TO RECAPITALIZATION AGREEMENT
Xxxxx Xxxxx 8,017.883 Retained Shares
Xxxx Xxxx 129.094 Retained Shares 1
--------
1 Xx. Xxxx will retain 129.094 of her existing shares of
Common Stock (having an aggregate value of $176,037)
representing approximately .002347% of the common equity of
the post-Closing Company and will surrender her remaining
shares of Common Stock to the Company for no additional
consideration.
